As filed with the Securities and Exchange Commission on March 10, 2021
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Washington Federal, Inc.
(Name of Subject Company (Issuer))
Washington Federal, Inc.
(Names of filing Persons (Offeror and Issuer))
Common Stock, Par Value $1.00 per share
(Title of Class of Securities)
938824109
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Vincent L. Beatty
Chief Financial Officer
Washington Federal, Inc.
425 Pike Street
Seattle, Washington 98101
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copies to:
Samir A. Gandhi, Esq.
Sidley Austin LLP
787 7th Ave
New York, New York 10019
(212) 839-5360
CALCULATION OF FILING FEE
| TRANSACTION VALUATION | AMOUNT OF FILING FEE | |
| $290,000,000* | $31,639.00** | |
| * | Estimated for purposes of calculating the Filing Fee only. This amount is based on the offer to purchase for not more than $290,000,000 in aggregate of up to 10,943,396 shares of Common Stock, par value $1.00 per share, at the minimum tender offer price of $26.50 per share. |
| ** | The Filing Fee is calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, and equals $109.10 for each $1,000,000 of the value of the transaction. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: | $31,639.00 | |
| Form or Registration No.: | Schedule TO | |
| Filing Party: | Washington Federal, Inc. | |
| Date Filed: | February 9, 2021 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | Third-party tender offer subject to Rule 14d-1. |
| ☒ | Issuer tender offer subject to Rule 13e-4. |
| ☐ | Going-private transaction subject to Rule 13e-3. |
| ☐ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
SCHEDULE TO
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission by Washington Federal, Inc., a Washington corporation (the “Company”), on February 9, 2021 (together with all subsequent amendments and supplements thereto, the “Schedule TO”), in connection with the Company’s offer to purchase for cash up to $290,000,000 of its common stock, $1.00 par value per share (the “shares”), at a price per share of not less than $26.50 and not more than $31.00 in cash, without interest and subject to any applicable withholding taxes.
Only those items amended or supplemented are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase, dated February 9, 2021, and the related Letter of Transmittal as each may be amended or supplemented from time to time.
Item 1. Item 11. Additional Information.
Item 11 is hereby amended and supplemented as follows:
On March 10, 2021, Washington Federal, Inc. issued a press release announcing the preliminary results of the tender offer, which expired at 12:00 midnight, New York City time, at the end of the day on March 9, 2021. A copy of such press release is filed as Exhibit (a)(5)(ii) to this Schedule TO and is incorporated herein by reference.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(ii) Press release announcing preliminary results of the Tender Offer, dated March 10, 2021.
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Exhibit Index
| * | Filed previously |
| ** | Filed herewith |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 10, 2021
| WASHINGTON FEDERAL, INC. | ||
| By: | /s/ Vincent L. Beatty | |
| Name: Vincent L. Beatty | ||
| Title: Executive Vice President and Chief Financial Officer | ||
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Exhibit (a)(5)(ii)
Washington Federal, Inc. Announces Preliminary Results of Tender Offer
SEATTLE, WASHINGTON (March 10, 2021) — Washington Federal, Inc. (NASDAQ: WAFD) (“Washington Federal” or the “Company”) announced today the preliminary results of its modified “Dutch auction” tender offer to purchase up to $290 million of its common stock for cash at a price per share not less than $26.50 and not greater than $31.00, which expired at 12:00 midnight, New York City time, at the end of the day on March 9, 2021.
Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of 1,715,335 shares of Washington Federal’s common stock, $1.00 par value per share, were properly tendered and not properly withdrawn at or below the purchase price of $31.00 per share, including 22 shares that were tendered by notice of guaranteed delivery. The number of shares conditionally tendered was 5,794 based on the preliminary count by the depositary.
In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, the Company expects to acquire approximately 1,715,335 shares of its common stock at a price of $31.00 per share, for an aggregate cost of approximately $53,175,385.00, excluding fees and expenses relating to the tender offer. These shares represent approximately 2.26 percent of the shares outstanding.
The number of shares to be purchased and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. The final number of shares to be purchased and the final purchase price will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the shares accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter.
The Company may, in the future, decide to purchase additional shares in the open market subject to market conditions and private transactions, tender offers or otherwise subject to applicable law. Any such purchases may be on the same terms as, or on terms that are more or less favorable to stockholders than, the terms of the offer. Whether the Company makes additional repurchases in the future will depend on many factors, including but not limited to its business and financial performance, the business and market conditions at the time, including the price of the shares, and other factors the Company considers relevant.
The information in this press release describing the tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of common stock in the tender offer. Goldman Sachs & Co. LLC acted as dealer manager for the tender offer. The tender offer was made only pursuant to the Offer to Purchase and the related materials that the Company filed with the SEC, as amended or supplemented. Stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, D.F. King & Co., Inc., toll-free at (800) 207-3159.
About Washington Federal
Washington Federal, Inc. (NASDAQ: WAFD) is the parent company of Washington Federal Bank, dba WaFd Bank (“WaFd Bank”), a national bank with business consisting primarily of accepting deposits from the general public and investing these funds in loans of various types, including first lien mortgages on single-family dwellings, construction loans, land acquisition and development loans, loans on multi-family, commercial real estate and other income producing properties, home equity loans and business loans. WaFd Bank also invests in certain United States government and agency obligations and other investments permitted by applicable laws and regulations. As of December 31, 2020, WaFd Bank has 234 branches located in Washington, Oregon, Idaho, Arizona, Utah, Nevada, New Mexico and Texas. Through WaFd Bank’s subsidiaries, Washington Federal is also engaged in insurance brokerage activities.
FORWARD-LOOKING STATEMENTS
The foregoing information should be read in conjunction with the financial statements, notes and other information contained in Washington Federal’s 2020 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This press release contains statements about Washington Federal’s future that are not statements of historical fact. These statements are “forward looking statements” for purposes of applicable securities laws, and are based on current information and/or management’s good faith belief as to future events. The words “estimate,” “believe,” “expect,” “anticipate,” “project,” and similar expressions signify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance. By their nature, forward-looking statements involve inherent risk and uncertainties, which change over time; and actual performance could differ materially from those anticipated by any forward-looking statements. In particular, any forward-looking statements are subject to risks and uncertainties related to the COVID-19 pandemic and the resulting governmental and societal responses. Washington Federal undertakes no obligation to update or revise any forward-looking statement.
Source: Washington Federal, Inc.
Contact:
Washington Federal, Inc.
425 Pike Street, Seattle, WA 98101
Brad Goode, SVP, Chief Marketing Officer
206-626-8178
brad.goode@wafd.com
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